2023 PROXY STATEMENT

One Financial Plaza, Hartford, Connecticut 06103

NOTICE OF 20212023 ANNUAL MEETING OF SHAREHOLDERS

Items of Business:

Due to the COVID-19 pandemic, we are implementing safety protocols for theThe Annual Meeting. All attendeesMeeting will be requiredheld in person and according to wear masks and follow social distancingrecommended safety protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any applicable laws or government orders. If we determine that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable.

Shareholders Eligible to Vote:

The Company’s Board of Directors has fixed the close of business on March 19, 202122, 2023 as the record date (the “Record Date”) for the determination of shareholders entitled to receive notice of, and to vote on, all matters presented at the 20212023 Annual Meeting of Shareholders or any adjournments or postponements thereof.

Proxy Voting and Internet Availability of Proxy Materials:

We are primarily furnishing proxy materials to our shareholders on the Internet rather than mailing paper copies of the materials to each shareholder. As a result, certain of our shareholders will receive a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the Proxy Statement and our 20202022 Annual Report over the Internet, instructions on how to vote your shares as well as instructions on how to request a paper copy of our proxy materials, if you so desire.

The Proxy Statement and the 20202022 Annual Report and any amendments to the foregoing materials that are required to be furnished to shareholders are available for you to review online at www.proxyvote.comwww.proxyvote.com.

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It is important that your shares be represented and voted at the meeting.

You may vote your shares by voting on the Internet, by telephone,

in person at the meeting, or by completing and returning a proxy card.

By Order of the Board of Directors,

/s/ WENDY J. HILLS

WENDY J. HILLS

SECRETARY

HARTFORD, CONNECTICUT

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TABLE OF CONTENTS

GENERAL INFORMATION

ABOUT THIS PROXY STATEMENT AND THE 20212023 ANNUAL MEETING

Why am I receiving these proxy materials?

Shareholders are invited to attend the Annual Meeting and are entitled and requested to vote on the matters set forth in the Notice of Annual Meeting, as described in this Proxy Statement.

How will the Annual Meeting be conducted?

Pursuant to our Amended and Restated Bylaws (the “Bylaws”), the Board has broad responsibility and legal authority to adopt rules and regulations for the Annual Meeting to ensure the meeting is conducted in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the meeting. Only shareholders or their valid proxy holders may address the meeting. Copies of these rules will be available at the meeting. The Chairman of the Board (the “Chairman”) may also exercise discretion in recognizing shareholders’ comments or questions and in determining the extent of discussion on each item of business. Questions pertinent to meeting matters will be answered at the conclusion of the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to meeting matters and therefore will not be answered. Dialogue can also be facilitated with interested parties outside the meeting as described below under “Shareholder and Interested Party Communications.” The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all shareholders.

In light of the COVID-19 pandemic, weWe are urging all shareholders to take advantage of voting in advance by mail, by telephone or through the Internet. Additionally, whileWhile we anticipate that the Annual Meeting will occur as planned on May 14, 2021,17, 2023, there is a possibility that, due to the COVID-19 pandemic, the Annual Meeting may be postponed or the location may need to be changed. Should this occur, we will notify you by issuing a press release and filing an announcement with the Securities and Exchange Commission (the “SEC”) as definitive additional soliciting material. If you plan to attend the Annual Meeting in person, please note that all attendees will be required to wear masks and follow social distancing protocols and any other recommended and required safety guidelines, as applicable.protocols.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

We are asking shareholders to vote upon the election of threetwo directors recommended for nomination by our Governance Committee and nominated by our Board for threetwo Class IIII director seats, each to hold office for a three-year term expiring at the 20242026 Annual Meeting of Shareholders or upon his or her successor being elected and qualified, or until his or her earlier resignation, retirement, death, disqualification or removal. Information concerning the Class IIII director nominees is provided below under the heading “PROPOSALS REQUIRING YOUR VOTE – ITEM 1 – ELECTION OF DIRECTORS.” A plurality of the affirmative votes cast by shareholders present in person or represented by proxy and entitled to vote is required for the election of each such director nominee. You may vote either FOR or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld and broker non-votes will have no effect on the election of directors because only votes “FOR” a nominee will be counted. That said, in an uncontested election, any director nominee who receives a greater number of votes “withheld” than votes “for” such director nominee’s election is required to promptly tender his or her resignation, subject to acceptance by the Board, in accordance with our Bylaws. The Board’s decision, which will not involve the participation of any incumbent director who fails to receive a majority of the votes cast in an uncontested election of directors, will be promptly disclosed in a public announcement. There is no cumulative voting in the election of directors.

As discussed in greater detail in the Declassification Proposal (as defined below), the Board has recently approved an amendment and restatement of our certificate of incorporation to provide for the phased-in declassification of the Board, beginning in 2024, subject to the approval of the shareholders at the Annual Meeting. If the Declassification Proposal is approved by the requisite vote of the shareholders, the directors elected at the 2024 Annual Meeting of Shareholders (and each Annual Meeting of Shareholders held thereafter) will be elected for one-year terms, and beginning with the 2026 Annual Meeting of Shareholders, the entire Board will be elected on an annual basis.

Ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 20212023 requires that a majority of the votes represented at the Annual Meeting, in person or by proxy, be voted “FOR” the proposal. You may vote FOR, AGAINST or ABSTAIN on this matter. If you vote to “ABSTAIN” with respect to this proposal, your shares will be counted as present for purposes of establishing a quorum, and the abstention will have the same effect as a vote “AGAINST” the proposal. The ratification of the Audit Committee’s appointment of the independent registered public accounting firm is considered a routine matter for which a bank, broker or other holder of record will have discretionary authority to vote on behalf of the beneficial owners of shares held by the bank, broker or other holder, even in the absence of specific instructions from the beneficial owner.

An advisory vote on the compensation of our named executive officers is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The affirmative vote of a majority of the votes represented at the Annual Meeting, in person or by proxy, is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this Proxy Statement. You may vote FOR, AGAINST or ABSTAIN on this matter. If you vote to “ABSTAIN” with respect to this proposal, your shares

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will be counted as present for purposes of establishing a quorum, and the abstention will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will also have the same effect as a vote “AGAINST” the proposal. Although the advisory vote is non-binding, the Compensation Committee and the Board will review the results of this vote and will take it into consideration when making future decisions regarding executive compensation.

How many votes are required to conduct the Annual Meeting?

The presence at the meeting, in person or represented by proxy, of the holders of record of one-third of the shares entitled to vote on any matter at the meeting will constitute a quorum for the transaction of business at the Annual Meeting. Your shares will be counted towards the quorum if you vote by mail, by telephone or through the Internet either before the Annual Meeting or in person during the Annual Meeting. Abstentions and broker non-votes will be counted for the purpose of establishing a quorum at the meeting. If a quorum is not present, we will adjourn the Annual Meeting until a quorum is obtained.

How are votes counted?

A representative from Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent, will serve as the inspector of elections for the Annual Meeting and will tabulate the votes for each proposal.

How do I vote?

Whether you hold your shares directly as a shareholder of record, or beneficially in street name, you may vote your shares without attending the Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice of Internet Availability of Proxy Materials has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the “shareholder of record.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by submitting voting instructions to such person in accordance with the directions outlined in the Notice of Internet Availability of Proxy Materials.

What is a “proxy”?

A “proxy” allows someone else (the “proxy holder”) to vote your shares on your behalf. The Board is asking you to allow any of the persons named on the proxy form to act as your proxy holder and vote your shares at the Annual Meeting. The persons named as your proxy holders will vote your proxy in accordance with your specifications. Unless you specify otherwise, the persons named as your proxy holders on the Company’s proxy form will vote in accordance with the voting recommendations of the Board in connection with the matters listed on the proxy form and in their discretion on any other matters that properly come before the Annual Meeting.

If you hold shares as a participant in the Company’s 401(k) Plan, your proxy represents all shares that you own through such plan, assuming that your shares are registered in the same name, and your proxy will serve as a voting instruction for the trustee of such plan. If you own your shares through the Company’s 401(k) Plan and you do not vote, the Company’s 401(k) Plan trustee will not vote your shares.

Can I change or revoke my proxy?

Yes. You may change or revoke your proxy at any time before it is voted at the meeting. If you are a shareholder of record, you may change or revoke your proxy after submitting your proxy, whether submitted by mail, the Internet or telephone, either by (i) submitting another proxy with a later date, as long as it is received prior to the time the earlier dated proxy is exercised; (ii) attending the Annual Meeting and voting in person; or (iii) notifying the Corporate Secretary in writing before the meeting that you have revoked your proxy. Your attendance at the meeting will not automatically revoke your proxy; you must vote at the meeting to revoke your proxy. If you are a beneficial owner of shares, please contact your bank, broker or other holder of record for specific instructions on how to change or revoke your vote. Your most current vote, whether cast in person, by telephone, Internet or proxy card, is the one that will be counted.

If you hold shares as a participant in the Company’s 401(k) Plan, you may change your vote and revoke your proxy by (i) submitting another proxy with a later date, as long as it is received prior to the time the earlier dated proxy is exercised, or (ii) notifying the Corporate Secretary in writing before the meeting that you have revoked

An abstention is a properly signed proxy card (or valid instruction via the Internet or by telephone) that is marked “ABSTAIN” as to a particular matter in which the option to abstain is available.

Why did my household receive only one Notice of Internet Availability of Proxy Materials, or why did I receive more than one Notice of Internet Availability of Proxy Materials?

The Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, when multiple shareholders of record of Common Stock share the same address, we may deliver only one Notice of Internet Availability of Proxy Materials (or proxy materials in the case of shareholders who receive paper copies of proxy materials) to that address unless we have received contrary instructions from one or more of those shareholders. The same procedure applies to brokers and other nominees holding shares of our Common Stock in “street name” for more than one beneficial owner with the same address.

If a shareholder holds shares of Common Stock in multiple accounts (e.g., with our transfer agent and/or banks, brokers or other registered shareholders), we may be unable to use the householding procedures and, therefore, that shareholder may receive multiple copies of the Notice of Internet Availability of Proxy Materials (or proxy materials, as applicable). You should follow the instructions on each Notice of Internet Availability of Proxy Materials that you receive in order to vote the shares you hold in different accounts.

If you share an address with another shareholder and have received only one Notice of Internet Availability of Proxy Materials (or proxy materials, as applicable), you may write or call us as specified below to request a separate copy of such materials, and we will promptly send them to you at no cost to you. For future meetings, if you hold shares directly registered in your own name, you may request separate copies of these materials, or request that we send only one set of these materials to you if you are receiving multiple copies, by contacting our Investor Relations Department via telephone at 800-248-7971, Option 2, or by mail at Virtus Investment Partners, Inc., One Financial Plaza, Hartford, CT 06103. If you are a beneficial owner of shares held in street name, please contact your bank, broker or other holder of record.

CORPORATE GOVERNANCE

Corporate Governance Principles

Our Board is responsible for providing effective governance and oversight of our affairs. Our corporate governance practices are designed to align the interests of our Board and management with those of our shareholders and to promote honesty and integrity. Our Board has adopted Corporate Governance Principles that outline our corporate governance policies and procedures, including, among other topics, director responsibilities, Board committees, director access to the Company’s officers and employees, director compensation, management succession and performance evaluations of the Board. More information about our corporate governance is available on our website at www.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

Code of Conduct

We have adopted a written Code of Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. We are committed to the highest standards of ethical and professional conduct, and the Code of Conduct provides guidance on how to uphold these standards. The Code of Conduct is available on our website at www.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.” We intend to post any substantive amendments to, or waivers of, the Code of Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer, or directors on our website. You may request a printed copy of the Code of Conduct by contacting the Corporate Secretary as set forth below under the heading “Shareholder and Interested Party Communications.”

Director Independence

A majority of the directors of the Board must be affirmatively determined by the Board to be independent under NASDAQ Marketplace Rules (“NASDAQ Rules”). In making these determinations, the Board considers and broadly assesses all of the information provided by each director in response to detailed inquiries concerning his or her independence and any direct or indirect business, family, employment, transactional or other relationship or affiliation of such director with the Company, taking into account the applicable NASDAQ Rules and SEC rules and regulations as well as the manner in which any relationships may potentially have the appearance of impacting independence. In addition, to aid it in determining whether a director is independent, the Board has adopted categorical independence standards that are available on our website at www.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

In February 2021,2023, the Board considered the independence of our directors and determined that each of Dr. Fleming, Ms. Jones, and Messrs. Bain, Greig, Holt, Morris Treanor and Zarrilli meets the criteria for independence as established by the NASDAQ Rules and our own categorical independence standards. The Board previously determined that Mr. James Baio, who resigned from the Board in February 2020, and Ms. Sheila Hooda, who did not stand for re-election at the Company’s May 2020 Annual Meeting, were independent under such standards in connection with the Board’s February 2020 independence determinations. The Board has also determined that:that each member of the Audit, Compensation and Governance Committees is independent under applicable NASDAQ Rules; each member of the Audit Committee is also independent under the independence criteria required by the SEC for audit committee members; and each member of the Compensation Committee is “independent” under the criteria established by NASDAQ Rules and qualifies as a “non-employee director” pursuant to Rule 16b-3 of the NASDAQ Rules.

The table below provides the current membership for each of the Board committees:

During 2020,2022, the Board held eleven12 meetings. Our independent directors meet in regularly scheduled executive sessions, generally at the end of each regular Board meeting.sessions. Mr. Treanor, who served asHolt, our independent Chairman, during 2020, presided atpresides over all Board meetings and executive sessions.

Directors are expected to attend all Board meetings, the annual meeting of shareholders and meetings of committees on which they serve, and to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. Director attendance and meeting preparation is part of the annual evaluation process conducted by the Governance Committee. All of our then-serving directors attended our 20202022 Annual Meeting, and each of our current directors attended at least 75% of the meetings of the Board and of the standing committees of which he or she was a member during 2020.2022.

The Board has adopted written charters for each of the Audit, Compensation and Governance Committees that set forth the responsibilities, authority and specific duties of each such committee. Each committee reports out regularly to the full Board regarding its deliberations and actions. The charters for each of the committees of our Board are available on our website at www.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

Board Leadership Structure and Evaluation

Under our Corporate Governance Principles, to ensure Board independence, no less than a majority of our directors are required to be independent in accordance with NASDAQ Rules. Pursuant to our Corporate Governance Principles, our Board determines the best board leadership structure for ourthe Company and our Board may choose its Chairman in the manner it deems in the best interests of the Company and its shareholders. The Board does not have a formal policy that requires the roles of Chairman and Chief Executive Officer to be separate.

Audit Committee

The Audit Committee currently consists of Messrs. Greig (Chair), Morris and Zarrilli and Dr. Fleming. The Board has determined that Messrs. Greig, Morris and Zarrilli each qualify as an “audit committee financial expert” as defined under SEC rules and that all members of the Audit Committee meet the criteria for service under applicable NASDAQ Rules.

During 2020,2022, the Audit Committee held eight meetings. The primary purposes of the Audit Committee are:are (i) to exercise sole responsibility for the appointment, compensation, retention, oversight and, if applicable, termination of the Company’s independent registered public accounting firm, including a review of the independent registered public accounting firm’s qualifications and independence, and (ii) to assist the Board in fulfilling its oversight responsibilities by reviewing the quality and integrity of the Company’s financial statements and financial reporting process, the Company’s systems of internal accounting and financial controls, the annual independent audit of the consolidated financial statements of the Company and its subsidiaries, the Company’s internal auditing and accounting processes, and the Company’s legal and regulatory compliance programs as established by management and the Board.

Compensation Committee

The Compensation Committee currently consists of Ms. Jones (Chair) and Messrs. Bain Holt and Treanor.Holt. During 2020,2022, the Compensation Committee held sixseven meetings. The primary purposes of the Compensation Committee are:are (i) to provide assistance to the Board in fulfilling its responsibility to achieve the Company’s objective of maximizing the long-term return to shareholders by ensuring that officers, directors and employees are compensated in accordance with the Company’s compensation philosophy, objectives and policies, and (ii) to review and approve compensation policies and programs for the Company’s executive officers that support such compensation philosophy and objectives, and link compensation to financial performance and the attainment of strategic objectives, while providing competitive compensation opportunities at a reasonable cost.

The Compensation Committee is specifically charged with:

The Compensation Committee has retained Mercer (US) Inc. (“Mercer”) as its independent compensation consultant. The Compensation Committee has analyzed whether the work of Mercer as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Mercer; (ii) the amount of fees paid by the Company to Mercer as a percentage of Mercer’s total revenue; (iii) the policies and procedures of Mercer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Mercer or the individual compensation advisors employed by Mercer with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Mercer or the individual compensation advisors employed by Mercer. The Compensation Committee has determined, based on its analysis in light of the factors listed above, that the work of Mercer and the individual compensation advisors employed by Mercer as compensation consultants to the Compensation Committee has not created any conflict of interest.

For a further discussion of the processes and procedures of the Compensation Committee, including the roles of compensation consultants and executive officers in the determination or recommendation of executive and director compensation, see the disclosure under the headings “Compensation Discussion and Analysis” and “Director Compensation” elsewhere in this Proxy Statement.

Risks Related to Compensation Policies and Practices

As part of its oversight of the Company’s executive compensation programs, the Compensation Committee, in conjunction with Company management, considers how current compensation policies and practices, including incentive opportunities, affect the Company’s risk profile. The Compensation Committee evaluates the Company’s compensation policies to determine whether they are designed to:

The Company reviews industry comparative compensation data to ensure that we are competitive in both attracting and retaining our executives. We believe our compensation structure is appropriately designed to retain high-caliber leadership.

We believe our compensation policies and practices align compensation with the interests of our shareholders, encourage and reward sound business judgment and appropriate risk-taking over the long-term, foster key personnel retention and do not create risks that are reasonably likely to have a material adverse effect on the Company. See the “Compensation Discussion and Analysis” section of this Proxy Statement for a more complete discussion of our compensation policies and practices.

Governance Committee

The Governance Committee currently consists of Dr. Fleming (Chair), Ms. Jones and Messrs. Holt and Treanor.Mr. Holt. During 2020,2022, the Governance Committee held fivefour meetings. The primary purposes of the Governance Committee are:are (i) to assist the Board in fulfilling its oversight responsibilities with respect to matters relating to the interests of the shareholders of the Company; (ii) to identify individuals qualified to become Board members and to recommend to the Board qualified individuals for nomination for election or re-election at the next annual meeting of shareholders; (iii) to develop and recommend to the Board a set of governance principles applicable to the Company and to review at least annually and recommend any changes to such principles; (iv) to annually assess and report to the Board regarding the performance of the Board and each of its committees; and (v) to assist management and the Board with respect to succession planning of the Company’s executives; and (vi) oversee the Company’s approach to environmental, social and governance matters of importance to the Company.executives. The Company’s Corporate Responsibility Statement is available on our website at www.virtus.com.www.virtus.com in the Our Story“Our Story” section, under the heading “Corporate Responsibility.”

Director Nomination Process

The Governance Committee is responsible for identifying and recommending to the Board potential director candidates for nomination and election to the Board at the annual meeting of shareholders. In connection with this responsibility, the Governance Committee has established Guidelines for the Recruitment of Directors, which have been adopted by the Board and are available on our website at www.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

Under these Guidelines, in considering candidates for nomination to our Board, the Governance Committee will seek individuals with strong intellectual ability, breadth of experience, demonstrated professional achievement, diverse backgrounds, and the highest integrity. Prospective directors should also be able and willing to devote

Board Diversity

The Board has adopted guidelines for the recruitment of directors that include factors to consider in identifying and recruiting candidates for nomination as director. In reviewing candidates for the Board, the Governance Committee and the Board as a whole seek to identify those individuals whose professional achievement, breadth of experience and commitment to excellence and integrity best serve the Company in the markets in which it operates, while at the same time assuring the Company’s shareholders and other constituencies that the Company remains committed to its core ethical values. To this end, when recruiting and assessing potential director candidates, the Governance Committee and the Board will consider, among other factors, the candidates’ diversity of professional experience and personal diversity. With respect to diversity of professional experience, the Governance Committee and the Board seek candidates that have depth of experience in a variety of professional backgrounds. In terms of personal diversity, the Governance Committee and Board seek candidates who will increase the diversity of the Board in all respects, including gender, race, ethnicity, age, sexuality and other types of personal characteristics, and thereby benefit the Company with their ideas, perspectives, experience and wisdom.

The Governance Committee and the Board recognize that individual candidates have unique strengths, and no one factor or qualification outweighs all others. The Governance Committee and the Board will consider how a candidate would contribute to the overall balance of experience, expertise and perspective of the Board.

On an annual basis, as part of its self-assessment process, the Governance Committee and Board as a whole review the overall functioning of the Board including diversity of experience, expertise and perspective.

Board Diversity Matrix

The following table presents self-identified Board-level diversity as of March 31, 2023.

Risk Management Oversight

Our Board is responsible for overseeing the Company’s risk management processes. The Board regularly reviews the Company’s long-term business strategy, including the Company’s short-term and long-term strategic objectives, and monitors progress on those objectives. The Board, along with management, considers the risks and opportunities that impact the long-term sustainability of the Company’s business model. Our Board regularly reviews the Company’s progress with respect to its strategic goals, the risks that could impact the long-term sustainability of our business and the related opportunities that could enhance the Company’s long-term sustainability. In addition, our Board periodically meets with Company management to review and discuss the Company’s major risk exposures and the steps taken by management to monitor and mitigate these exposures. Further, our Board also receives direct reports from management on risk topics of general interest to the full

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Board, and each of our other Board Committees also receives periodic reports on topics relevant to the oversight

Common Stock, Vanguard is currently considered a “related person” under our Related Person Transactions PolicyPolicy. Certain affiliates of Vanguard provided distribution and SEC rules during 2020,other services to certain subsidiaries of the Company in connection with our sponsored open-end funds. During fiscal 2022, we paid affiliates of Vanguard approximately $0.5 million in distribution and no suchservice fees, almost all of which were reimbursed to the Company by its sponsored open-end funds. These transactions are currently proposed.were consistent with the terms generally provided to all firms that offer our sponsored open-end funds in the ordinary course of business and were entered into on arms’ length terms.

Shareholder Proposals

SECURITY OWNERSHIP BY

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

Security Ownership of Directors and Executive Officers

PROPOSALS REQUIRING YOUR VOTE

ITEM 1—ELECTION OF DIRECTORS

Our Board currently has nineeight members. Our certificate of incorporation provides for our Board to be divided into three classes for purposes of election, with three-year terms of office ending in successive years. At each annual meeting of shareholders, a class of directors will be elected for a three-year term and until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal. Our Class IIII directors have a term expiring at the 20212023 Annual Meeting. Our Class III and Class IIIII directors have terms expiring at the 20222024 and 2025 Annual Meetings, respectively. As discussed in greater detail in Item 5, the Declassification Proposal, below, which if approved by the requisite vote of the shareholders, the directors elected at the 2024 Annual Meeting of Shareholders (and each Annual Meeting of Shareholders held thereafter) will be elected for one-year terms, and, beginning with the 2026 Annual Meeting of Shareholders, the entire Board will be elected on an annual basis. The Class III Directors up for election at the 2023 Annual Meetings, respectively.Meeting, however, will be elected to a three-year term.

Mr. HoltAylward has been a director of the Company since it became an independent public company on January 1, 2009. Ms. Jones and2009, while Mr. Zarrilli were electedGreig was appointed to the Board in October 2014.2019.

Under our Corporate Governance Principles, a director is generally required to retire no later than the first annual meeting following his or her 74^th74th birthday. Under exigent circumstances, the Board may request that the director continue to serve; provided, however, that no director shall serve beyond the first annual meeting following his or her 75^th75th birthday.

Board Nominees

In February 2021,2023, members of our Governance Committee evaluated the contributions and performance of Ms. JonesMessrs. Aylward and Messrs. Holt and ZarrilliGreig as members of our Board. As part of its evaluation, each of our directors was interviewed regarding his or her views of the performance of each of Ms. JonesMessrs. Aylward and Messrs. Holt and ZarrilliGreig by a representative of the Governance Committee. Following completion of its individual evaluations, the Governance Committee recommended to the Board that each of Ms. JonesMessrs. Aylward and Messrs. Holt and ZarrilliGreig be nominated to stand for re-election as a Class IIII director at the Annual Meeting. Our Board, having considered the recommendations of the Governance Committee, approved Ms. JonesMessrs. Aylward and Messrs. Holt and ZarrilliGreig as Class IIII nominees for election to the Board by the shareholders. If elected by shareholders, Ms. JonesMessrs. Aylward and Messrs. Holt and ZarrilliGreig will hold office for a three-year term expiring at the 20242026 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or upon his or her earlier resignation, retirement, death, disqualification or removal. Each of Ms. JonesMessrs. Aylward and Messrs. Holt and ZarrilliGreig has indicated that he or she will serve if elected. We do not anticipate that any Board nominee will be unable or unwilling to stand for election, but should any such nominee be unavailable for election by reason of death or other unexpected occurrence, your proxy, to the extent permitted by applicable law, may be voted by the proxies named therein, with discretionary authority in connection with the nomination by the Board and the election of any substitute nominee.

A plurality of the affirmative votes cast by shareholders present in person or represented by proxy and entitled to vote is required for the election of each such director nominee. That said, pursuant to our Bylaws, any director nominee who receives a greater number of votes “withheld” than votes “for” such director nominee’s election is required to promptly tender such director nominee’s resignation subject to acceptance by the Board. The Board’s decision, which will not involve the participation of any incumbent director who fails to receive a majority of the votes cast in an uncontested election of directors, will be promptly disclosed in a public announcement.

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The Board recommends that shareholders vote “FOR” the election of its threetwo director

nominees, George R. Aylward and Paul G. Greig, as Class IIII directors of Virtus: Timothy A. Holt, Melody L. Jones and Stephen T. ZarrilliVirtus

Listed below are the names of the Board’s nominees to the Class IIII director seats and the incumbent directors who will be continuing in office following the Annual Meeting, together with certain biographical and business information regarding such persons and the experience and certain other factors considered in connection with the selection of such persons for membership on our Board.

TIMOTHY A. HOLT (68)(70), Class I, Director since 2009. Mr. Holt held various senior management positions with Aetna, Inc., a managed healthcare company, until his retirement in 2008. He was Senior Vice President and Chief Investment Officer from 1999 to 2008, Vice President and Chief Investment Officer from 1997 to 1999, Chief Enterprise Risk Officer from 2004 to 2007, Senior Vice President and Chief Financial Officer of Aetna Retirement Services from 1996 to 1997, Vice President of Portfolio Management Group from 1992 to 1995, Vice President of Aetna Portfolio Management from 1991 to 1992, Vice President, Finance and Treasurer from 1989 to 1991, Vice President of Public Bonds from 1987 to 1989, Property/Casualty Portfolio Manager from 1983 to 1987, Investment Officer from 1981 to 1982 and Investment Officer/Analyst from 1977 to 1981. He was a member of Aetna’s Executive Committee from 2003 until his retirement in 2008. Mr. Holt served as a consultant to Aetna during 2008 and 2009. Since 2012, Mr. Holt has served as a director of MGIC Investment Corporation, a provider of private mortgage insurance in the U.S. where he is Chairman of the Securities Investment Committee, and from January 2014 to February 2017 served as a director of StanCorp Financial Group, which was a publicly traded insurance products company until it was acquired in March 2016. With his broad management, financial and investment experience at Aetna, Mr. Holt brings to our Board leadership and knowledge regarding the financial and investment industries, risk management, corporate governance and financial and corporate operational matters. Mr. Holt received his M.B.A. from the Tuck School of Business at Dartmouth, and he has been designated as a chartered financial analyst from the CFA Institute, a global association of investment professionals headquartered in the United States. Mr. Holt’s extensive management and investment experience positions him well to serve as the Chairman of our Board and as a member of our Compensation Committee and Governance Committee.

MELODY L. JONES (61)(63), Class I, Director since 2014. Ms. Jones provides executive assessment and coaching services through 32-80 Advisors which she founded in 2017. From 2012 to 2017, Ms. Jones served as the Chief Administrative Officer (“CAO”) for CEB, a best practice insight and technology company. In her role as CAO, Ms. Jones had global responsibility for Human Resources, Information Technology, Legal and Compliance, Communications, Philanthropy and the Member Events department. She joined the firm in December 2005 and served as the Chief Human Resources Officer (“CHRO”) until February 2012. She managed CEB’s Professional Services practice from 2010 to 2012 and the firm’s product development function from 2013 to 2015. Prior to CEB, Ms. Jones served from 2002 to 2005 as the global head of Human Resources for T. Rowe Price, a global investment management firm. Prior to joining T. Rowe Price, Ms. Jones spent eight years at Aon Corporation, a global insurance brokerage and consulting company, serving from 1998 to 2002 as the CHRO. She joined Aon in 1994, as head of the Midwestern Regional Office of Aon Consulting. In 1996, she assumed responsibility for the

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HR Strategy and Technology consulting practice and managed this global practice until assuming her role as CHRO for the corporation. Ms. Jones also served as a senior consultant with Organizational Dynamics, Inc., an international management training and consulting company, and held several leadership positions across a six-year tenure with Citicorp Mortgage. Ms. Jones currently serves on the BoardBoards of TI-People,CEATI, a global businessuser-driven best practices network organization for the utilities industry; Fount Global, whose focus is technology and insights for HR leaders; the Capital Area Chapter of the National Association of Corporate Directors,Directors; and Linkage, Inc., a leadership assessment and development company. She also serves on the Advisory Boards of Pamlico Capital Management,Investment Partners, a mid-market private equity firm, and Exec Online, a global leadership development business. Ms. Jones brings to our Board management and leadership experience, which positions her well to serve as a member of our Board and Governance Committee and Chair of our Compensation Committee.

W. HOWARD MORRIS (64), Class II, Director since 2021. Mr. Morris has been President and Chief Investment Officer of The Prairie & Tireman Group, an investment partnership, since 1998. Mr. Morris was formerly Emergency Financial Manager, Inkster, Michigan Public Schools, from 2002 to 2005, and Chief Financial Officer, Detroit, Michigan Public School District, from 1999 to 2000. He is a Certified Public Accountant and Chartered Financial Analyst. Since 2007, Mr. Morris has served on the Board of Owens Corning, an American company that develops and produces insulation, roofing, and fiberglass composites and related materials and products. Mr. Morris brings to our Board expertise in investment management and financial matters, which positions him well to serve as a member of our Board and Audit Committee.

STEPHEN T. ZARRILLI (58)(61), Class I, Director since 2014. Mr. Zarrilli has served on the Board of the University City Science Center, an urban research park that provides technology, capital and other commercialization resources to technology entrepreneurs and scientists, since 2014, where he previously served as its President and CEO from 2018 to 2020. He previously served as President, CEO and Director of Safeguard Scientifics, a company that provided growth capital for technology, financial services and healthcare companies from 2012 to 2018, and as its Senior Vice President, Chief Financial Officer and Chief Administrative Officer from 2008 to 2012. Previously he was the Chairman and CEO of Penn Valley Group, a management advisory firm, and earlier was CFO at Fiberlink Communications Corp., a security software company; CEO of Concellera,

experience in investment banking, private equity, consulting and education, Dr. Fleming brings to our Board demonstrated leadership and experience with a wide array of corporate finance, mergers and acquisitions, and operational matters. Dr. Fleming’s experience in corporate finance and organizational leadership also positions her well to serve as a member of our Board and Audit Committee and Chair of our Governance Committee.

PAUL G. GREIG (65), Class III, Director since 2019. Since 2017, Mr. Greig has served as Chairman of the Board of Opus Bank (“Opus”), a federally insured chartered commercial bank, where he previously held the role of interim Chief Executive Officer and President during 2018 and 2019. He also serves as its Risk Committee chair and as a member of the Governance and Nominating Committees, and previously served as a member of the Audit Committee. Prior to joining Opus, Mr. Greig served as Chairman, President and Chief Executive Officer of FirstMerit Corporation, a regional diversified financial services company, from 2006 to 2016. Mr. Greig has been a member of the Advisory Board of Omni Senior Living, senior residential communities located throughout Ohio, since 2016. He previously served as President and Chief Executive Officer of Citizens Banking Corporation—Illinois from 2005 to 2006 and was a director and member of the Audit Committee of the Federal Reserve Bank of Cleveland from 2011 to 2014. Mr. Greig brings to our board exceptional leadership experience along with expertise in financial and accounting matters, which positions him well to serve as a member of our Board and Chair of our Audit Committee.

W. HOWARD MORRIS (62), Class II, Director since 2021. Mr. Morris has been President and Chief Investment Officer of The Prairie & Tireman Group, an investment partnership, since 1998. Mr. Morris was formerly Emergency Financial Manager, Inkster, Michigan Public Schools, from 2002 to 2005, and Chief Financial Officer, Detroit, Michigan Public School District, from 1999 to 2000. He is a Certified Public Accountant and Chartered Financial Analyst. Since 2007, Mr. Morris has served on the Board of Owens Corning, an American company that develops and produces insulation, roofing, and fiberglass composites and related materials and products. Mr. Morris brings to our Board expertise in investment management and financial matters, which positions him well to serve as a member of our Board and Audit Committee.

MARK C. TREANOR (74), Class III, Director since 2009. Mr. Treanor served as Senior Partner at the law firm of Treanor Pope & Hughes, which he founded, from 2009 until his retirement in 2013. He also serves as an executive leadership coach. Previously, he served as Senior Executive Vice President, General Counsel and Secretary of Wachovia Corporation, a bank holding company, from 2001 to August 2008, with responsibilities for legal, regulatory, corporate governance and government relations activities for all domestic and international businesses, including Evergreen Investments, Wachovia’s asset management division, and was a member of Wachovia’s Senior Risk Committee and its Operating Committee, which was responsible for overall management of Wachovia, and was Chairman of its Ethics Committee. Previously, from 1999 until 2001, he held similar responsibilities as Executive Vice President, General Counsel and Secretary of First Union Corporation, Wachovia’s predecessor, which he joined in 1998 after serving as President and Senior Partner at Treanor Pope & Hughes. Mr. Treanor served as a director of Wachovia Bank N.A. from 2001 to June 2008. Mr. Treanor has served as Chairman of the Advisory Committee to the Export-Import Bank of the United States and has served on the boards of numerous educational and charitable organizations, including the National Defense University, the United States Naval Academy (Vice-Chair), the University of Maryland School of Law, the National Defense University Foundation (Chair), the U.S. Chamber of Commerce Institute for Legal Reform, and the Board of Advisors to the University of North Carolina School of Law Center for Banking and Finance. A former Marine Corps captain and graduate of the U.S. Naval Academy, Mr. Treanor is a member of the Council on Foreign Relations. He holds a Juris Doctor degree (with honors) from the University of Maryland School of Law where he was a member of the Law Review and Order of the Coif. Mr. Treanor brings to our Board management and leadership ability and extensive knowledge of a wide array of financial, legal and operational issues facing public company financial organizations, including corporate governance, legal and regulatory compliance, leadership development and succession planning, risk assessment, mergers and acquisitions, and strategic planning. Mr. Treanor’s extensive management and leadership experience with large organizations positions him well to serve as a member of our Board and our Compensation and Governance Committees.

reviewed in accordance with the pre-approval policy. At subsequent Audit Committee meetings, the Audit Committee receives updates on services being provided by the independent registered public accounting firm, and management may present additional services for approval. The authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chair of the Audit Committee, and any such approvals must be reported to the full Audit Committee at its next meeting. All services provided by Deloitte during 20202022 and 20192021 were pre-approved by the Company’s Audit Committee in accordance with this pre-approval policy.

Report of the Audit Committee

The Audit Committee acts under a written charter adopted and approved by the Board, a copy of which may be found on the Company’s website at www.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.” Each of the members of the Audit Committee is independent as defined under NASDAQ listing standards and applicable law.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation, presentation and integrity of the Company’s financial statements and for its reporting process, including establishing and maintaining internal control over financial reporting and disclosure controls and procedures. The Company’s independent registered public accounting firm is responsible for auditing our annual financial statements and performing quarterly reviews. In fulfilling its responsibilities, the Audit Committee relies, without independent verification, on the information provided by management, the Company’s internal audit function and the Company’s independent registered public accounting firm.

The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 20202022 with management and with Deloitte, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.2022.

The Audit Committee has discussed with Deloitte those matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee also has received the written disclosures and the letter from Deloitte required by the applicable PCAOB requirements for independent accountant communications with audit committees concerning auditor independence, and has discussed the independence of Deloitte with that firm.

Based upon the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 for filing with the SEC.

Respectfully Submitted:

AUDIT COMMITTEE¹

Paul G. Greig, Chair

Peter L. Bain

Susan S. Fleming

W. Howard Morris

Stephen T. Zarrilli

ITEM 3—TO APPROVE BY AN ADVISORY VOTE THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT

We are asking our shareholders to approve, by an advisory vote, the compensation of our named executive officers (“NEOs”), as disclosed in our Compensation Discussion and Analysisand in the tabular and accompanying narrative disclosure regarding named executive officer compensation contained in this Proxy Statement.

This proposal, commonly known as a “Say on Pay” proposal, gives our shareholders the opportunity to express their views on NEO compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

As discussed in the Compensation Discussion and Analysissection of this Proxy Statement, our executive compensation program is tied to the achievement of our financial, operational and strategic goals, structured to reward superior Company performance, and designed to:

During fiscal 2020,2022, our management team continued to execute our long-term business plan and create significant value for our shareholders. Key accomplishments andeven as financial and operating results were affected by the historically challenged equity and fixed income markets. Key financial and operating results²¹ and accomplishments related to the Company’s strategic objectives during the year included:

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In considering your vote, we urge shareholders to review the information on the Company’s compensation policies and decisions regarding the NEOs presented in the Compensation Discussion and Analysis,as well as the discussion regarding the Compensation Committee as set forth in this Proxy Statement.

ITEM 4—APPROVAL ADVISORY VOTE ON THE FREQUENCY

OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED OMNIBUS INCENTIVE AND EQUITY PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE BY 550,000 SHARESFUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

We are seekingasking our shareholders to cast an advisory vote regarding how frequently the Company should conduct the type of advisory vote on executive compensation set forth above under “Item 3 – To Approve by an Advisory Vote the Compensation of our Named Executive Officers, as Disclosed in this Proxy Statement.”

Specifically, in this advisory vote we are asking shareholders to indicate whether the Company should conduct an advisory vote on the compensation of our named executive officers once every year, once every two years, or once every three years (i.e., on an annual, biennial or triennial basis). Alternatively, shareholders may abstain from casting a vote on this matter.

At the 2017 Annual Meeting, the Company’s shareholders determined, on a non-binding advisory basis, that the shareholder approvalvote on executive compensation should be held annually. The Company has held an advisory vote on executive compensation on an annual basis since that time and has determined that it is appropriate to continue that practice. An annual advisory vote allows shareholders to provide more frequent input on the Company’s compensation philosophy, policies and practices as disclosed in the Proxy Statement. We disclose our executive compensation to shareholders every year in our proxy statement; therefore, an annual advisory vote can provide timely feedback to us and the Compensation Committee, which is responsible for designing our compensation structures. In addition, an annual advisory vote to approve executive compensation is consistent with the Company’s policy of facilitating communications of shareholders with the Board and its various committees, including the Compensation Committee.

For these reasons, the Board of Directors recommends that you vote for “ONE YEAR” on the following proposal:

This vote is advisory and will not be binding upon the Company or the Board. Notwithstanding the advisory nature of the vote, the Board intends to review and consider the voting results when determining how often we submit an advisory vote on executive compensation to shareholders.

The Board recommends that you vote “EVERY YEAR” with respect to how frequently a non-binding

shareholder vote to approve the compensation of our named executive officers should occur.

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ITEM 5—AMENDMENT AND RESTATEMENT OF CERTIFICATE OF INCORPORATION TO

PROVIDE FOR THE PHASED-IN DECLASSIFICATION OF THE BOARD

Our Board has, upon the recommendation of our Governance Committee, unanimously determined that it would be advisable and in the best interests of the Company and our shareholders to amend and restate our certificate of incorporation to phase in the declassification of our Board and to provide for the annual election of all directors, as described below. We believe this amendment (“Amendment”and restatement to our certificate of incorporation reflects our commitment to good corporate governance and better aligns our governance processes with what is considered to be governance best practices by the investor community.

The Board is asking you to approve the third amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) to provide for the Company’sphased-in declassification of the Board such that, following the election of directors to take place at the Annual Meeting pursuant to Item 1 of this Proxy Statement, all members of the Board will stand for annual election at annual meetings of shareholders upon the expiration of his or her current term. The full text of the proposed Amended and Restated Omnibus IncentiveCertificate of Incorporation is attached as Appendix D to this Proxy Statement with deletions (indicated by strikeouts) and Equity Plan (the “Omnibus Plan”)additions (indicated by underlining).

Background of the Declassification Proposal

Currently, the Company’s certificate of incorporation provides for a classified Board divided into three classes of directors. Directors in each class are elected for staggered three-year terms, with the term of one class expiring at each annual meeting. Currently, Class I and Class II each contain three directors, and Class III contains two directors. The current terms of our director classes expire as follows: Class I - the 2024 annual meeting; Class II - the 2025 annual meeting; and Class III - the 2026 annual meeting, assuming their election at the 2023 annual meeting.

Rationale for the Proposed Amended and Restated Certificate of Incorporation

The Governance Committee, consistent with its Charter, regularly reviews corporate governance developments and offers recommendations to increaseour Board of Directors. In their most recent review, the Governance Committee evaluated a number of sharesconsiderations associated with the current classified board structure. While the committee considered that a classified board structure may promote board continuity, encourage a long-term perspective by management and the Board and in some instances provide anti-takeover protections, the committee also acknowledged that many investors believe that annually elected boards increase accountability of Common Stock authorizeddirectors to a company’s shareholders and that the annual election of directors represents a best practice in governance. After carefully evaluating all of these considerations, the Governance Committee recommended, and our Board unanimously approved, the Amended and Restated Certificate of Incorporation.

Description of the Proposed Amended and Restated Certificate of Incorporation

Our certificate of incorporation currently provides for issuance by 550,000 shares.

Other than increasinga “classified” board structure, which means that our Board is divided into three classes, with each class elected every three years. Under this structure, directors are elected to terms that expire on the number of shares available for issuance underannual meeting date three years following the Omnibus Plan, no otherannual meeting at which they were elected, and the terms are “staggered” so that the terms of approximately one-third of the Omnibus Plan are being amended.directors expire each year.

The maximum number of shares of our Common Stock authorized for issuance under the current Omnibus Plan in connection with awards under the Omnibus Plan is 2.82 million of which 271,890 remain available for issuance as of March 31, 2021. If the AmendmentDeclassification Proposal is approved at the shares authorizedAnnual Meeting, we will be increased by 550,000 shares to 3.37 million shares,thereafter file the Amended and Restated Certificate of which 821,890 will be available for issuance. The Amendment toIncorporation with the Omnibus Plan, if approved by our shareholders, will become immediately effective asSecretary of State of the dateState of Delaware to effect the declassification of the Board after the Annual Meeting and we estimate, based on historical grant information,adopt conforming changes to the Company’s bylaws, resulting in the phased-in declassification of the Board as set forth below:

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EXECUTIVE OFFICERS

Executive Officers

The following table sets forth certain information regarding the executive officers of the Company as of March 31, 2021:2023.

As Mr. Aylward also serves as a director of the Company, his information is presented above in this Proxy Statement under the heading “Item 1 – Election of Directors – Other Continuing Members of the Board.”Board Nominees to Class III.

Mr. Angerthal is Executive Vice President, Chief Financial Officer and Treasurer and has held those positions since January 1, 2009 when the Company became an independent public company. He also serves as our principal accounting officer.officer and has served as a Director of the Virtus Global Funds ICAV since 2019. Mr. Angerthal joined Phoenix Investment Partners, Inc., the predecessor to the Company, as Senior Vice President, Chief Financial Officer in 2008. Prior to joining the Company, Mr. Angerthal had been the Chief Financial Officer of CBRE Realty Finance, a publicly traded commercial real estate specialty finance company, from 2005 to 2008. Previously, he held several positions with GE Corporation, a diversified technology, media and financial services company, including Manager, Financial Planning & Analysis of GE Real Estate from 2002 to 2005; Staff Analyst, Investor Relations of GE Capital Corp. from 1999 to 2002; and Director, Finance of NBC from 1996 to 1999. Prior to GE, he was a Manager of Business Assurance in the audit practice of Coopers & Lybrand in New York. Mr. Angerthal is a Certified Public Accountant and earned an MBA from Columbia Business School and holds an undergraduate degree in accounting from Pace University in New York.

Mr. Bradley is Executive Vice President, Fund Services. He has served as the Chief Financial Officer and Treasurer of the Virtus Mutual Funds since 2006 and manages all operational and financial matters for the fund family. He is also Chief Financial Officer and Treasurer of numerous trusts and mutual funds sponsored by the Company and chairs the Valuation and Disclosure Committees of each of such funds. He has served as a Director of Virtus Global Funds, plc since 2013. Prior to joining the predecessor to the Company in 2004, Mr. Bradley was an assurance and advisory senior manager with Deloitte in both the United States and Australia. He consulted and serviced Fortune 500 companies and a top-tier private equity firm. He is a Certified Public Accountant and a member of the Investment Company Institute Accounting and Treasurer’s Committee.

Ms. Hills is Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary, a role she assumed in September 2019. She is responsible for developing and guiding the strategic direction of the legal, regulatory and compliance functions and also provides counsel to Virtus’ Board of Directors on all legal and regulatory matters. Prior to joining the Company, Ms. Hills served until April 2018 as Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary of Waddell & Reed Financial, Inc., a publicly traded asset management company located in Overland Park, Kansas. She became Executive Vice President in 2018; Chief Legal Officer, Senior Vice President and General Counsel in 2014 and Secretary in 2005, and served in various roles at Waddell including Vice President and Associate General Counsel from 2005 to 2014; Assistant General Counsel from 2002 to 2005; Assistant Secretary from 2000 to 2005, and as Compliance Officer of Waddell & Reed Investment Management Company from 1998 to 2000. Prior to joining Waddell, she was an associate with the law firm of Klenda, Mitchell, Austerman and Zuercher, LLC, a Wichita, Kansas law firm. Ms. Hills earned a J.D. from the University of Kansas School of Law following a bachelor’s degree in architectural studies from the University of Kansas School of Architecture.

was a partner and co-founder, with Martin Zweig and Eugene Glaser, of the Zweig Mutual Funds, which were acquired by PXP in 1999. He began his investment industry career in 1981 at Drexel Burnham Lambert, an investment banking firm, holding sales and product management roles over eight years.

Ms. Peña is Executive Vice President, Chief Human Resources Officer. Ms. Peña joined the Company in 2010 from The Hartford Financial Services Group, a financial services company, where she was Vice President of Human Resources supporting the property and casualty insurance business segments. Prior to joining The Hartford in 2001, she was Senior Vice President and Chief Human Resources officer at ADVO, a direct marketing company. Ms. Peña graduated from the University of Houston with a B.A. in industrial psychology and personnel management and later earned a master’s degree in human resources management from Houston Baptist University.

Mr. WaltmanSmirl is Executive Vice President Product Management,and Chief Operating Officer, a position he has held since January 2009. Hejoining the Company in May 2021, and also serves as Executive Vice President for numerous trusts and mutual funds sponsored by the Company. Since 2013, Mr. Waltman has served as a directorFrom July 2018 to April 2021, he was Chief Operating Officer at Russell Investments, where he oversaw the company’s information technology, fund services, legal, compliance, risk management, internal audit, investment performance analytics, and government and community relations. Prior to Russell Investments, he was the Executive Director and Chief Executive Officer at the State of Virtus Global Funds, plc. Mr. Waltman joinedWisconsin Investment Board, an independent agency responsible for managing assets of the predecessor to the Company in August 1990state’s retirement system and has held a number of senior positions including Senior Vice President of Product Management and Development from July 2008 to December 2008; Senior Vice President, Product Development and Management, from February 2006 to December 2007; Vice President, Product Development and Management,other trust funds, from January 2005 to February 2006;July 2018. Before that, he was Partner and Chief AdministrativeOperating Officer at William Blair Investment Management, which he joined as Chief Legal Counsel and where he led operations, product development, fund services, finance, business analysis, risk management, and technology teams from August 20032004 to December 2004.2018. From January 20082001 to July 2008,2004 he was Chief Legal Officer at Strong Capital Management. He began his career in 1992 at a Los Angeles-based law firm, where he specialized in securities law. Mr. Waltman was Vice President, HeadSmirl holds a bachelor’s degree in economics from the University of Investment Product,California at Prudential Retirement,Irvine and a business unit of Prudential Financial, Inc.J.D. from Loyola Law School in Los Angeles.

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EXECUTIVE COMPENSATION

Letter to our Shareholders

Dear Fellow Shareholders:

The Compensation Committee (the “Committee”) of the Board is responsible for ensuring that the Company’s executive compensation program, which includesincluding its compensation governance policies and practices and executive pay decisions, aligns with our pay-for-performance philosophy philosophy. The Committee establishes, updates, and the interests of our shareholders. By establishing, updating, and evaluatingevaluates the framework and results of the Company’s executive compensation program,program. By soliciting feedback through shareholder engagement and requiring an annual “Say on Pay” advisory vote, we continue to alignhave aligned our compensation philosophy and objectives with our shareholders’ interests.

Pay-for-Performance Philosophy

We maintain thisa pay-for-performance alignment by linking the most significant portion of each executive’s pay to performance against specific financial and operational performance metrics, achievement of long-term strategic priorities, and creation of shareholder value. At the beginning of the 2020 fiscal year, management established appropriately rigorous financial and operational performance targets – set above either the Company’s 2019 actual results or industry-average levels of profitability and net flows – in order to align management incentives with the Company’s strategic goals. The two earnings-based targets of net income attributable to common stockholders, as adjusted, and earnings per share (“EPS”), diluted, as adjusted, reflected double-digit growth over 2019 results. These targets, which are presented in detail in this Compensation Discussion and Analysis, were subsequently approved by the Board as a part of its annual Strategic and Financial Plan review process.

In order to further enhance alignment with shareholders, and consistent with our compensation philosophy, we require that a substantial percentage of executive compensation opportunity be variable. For 2020, the Committee increased the long-term portion of the CEO’s “at-risk” compensation and set the target for his short-term/long-term incentive variable pay mix at 50%/50%, compared with a target ratio of 54%/46% for 2019. In 2020, 91% of our CEO’s target compensation was in the form of variable, or “at-risk”, pay. Annual incentive awards for our CEO and our other NEOs are determined bythrough an evaluation of the Company’s performance against pre-established financial, operational, and strategic objectives, subject to a maximum funding level established at the beginning of the year, which for 20202022 was 7% of operating income, as adjusted, prior to incentive compensation.

The Committee established annual incentive goals under the Financial, Operational, and Strategic categories that generally required improvement over prior year (for absolute measures) or results that exceeded industry median levels (for relative measures). The targets for three metrics – operating margin, as adjusted of 38%; growth in operating income, as adjusted, versus peers at the 45^th percentile; and total net flow rate of 1.0% – are set at a level to ensure challenging goals for operating results and organic growth of assets under management, and to require above-peer median performance to meet target goals. The target of EPS, diluted, as adjusted⁴ for 2022 was set at $37.40, a 4% increase over the 2021 result, which was a 67% increase over the 2020 result, reflecting the expectation that the Company could achieve an increase above the projected peer median earnings growth. Consistent with 2021 targets, gross mutual funds sales versus peers and relative investment performance targets were set at the 45^th and 55^th percentiles, respectively, to ensure that an above-median outcome relative to peers was required to be achieved to earn a target result.

Long-term incentives also reinforce pay-for-performance, while aligning the interests of executives with shareholders. Specifically, 100% of long-term incentives are stock based, with 50% subject to performance relative to industry peers.

To further enhance alignment with shareholders, and consistent with our compensation philosophy, we require variable incentive to be a substantial percentage of executive compensation opportunity. For 2022, the Committee maintained a 50%/50% target for the CEO’s long-term/short-term incentive pay mix, consistent with the 2021 target ratio. For 2022, 91% of our CEO’s target compensation was in the form of variable, or “at-risk,” pay.

Shareholder Engagement

The Committee recognizes the importance of executive compensation decisions to our shareholders and, together with management, engages with shareholders throughout the year. This engagement allows us to solicit input and respond to questions about Company matters, including our executive compensation program. We carefully consider shareholder feedback, advice from our independent compensation consultant, and input from proxy advisory firms regarding compensation program design elements, prevailing industry best practices, the nature and type of metrics included in our performance-based incentive plans, and the linkage of executive pay to

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Company, functional, and individual performance when establishing our executive compensation plan each year. We believe this comprehensive approach to engaging with shareholders has helped us maintain an executive compensation program that supports the long-term strategic goals of the Company. We are also pleased that 96.9%97.0% of the votes cast on the advisory “Say on Pay” proposal (excluding abstentions and broker non-votes)at the 20202022 annual meeting of shareholders were voted in favor of our executive compensation program.program, surpassing the 95.9% favorable vote at the 2021 annual meeting.

The Company achieved solidFinancial and Operating Results

During 2022, rising interest rates, inflation, geopolitical tensions, and heightened volatility negatively affected investor sentiment across most products and asset classes. Reflecting the exceptionally challenging equity and credit markets encountered in 2022, financial results were well below target and strong operating results were below target. The 2022 results included:

Net Income ($M)		Operating Margin		Earnings Per Share, Diluted
Total Assets Under Management ($B)		Total Sales ($B)		Asset Net Flows ($B)

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Strategic Results

While these financial and operating results, driven by the scope of the pandemic broadened in early 2020, financial markets were disruptedchallenges we and global stock markets declined significantly lateother companies in the first quarterindustry faced due to the difficult market environment, were disappointing, the executive leaders remained focused on executing on the Company’s five strategic priorities of Product Quality, Distribution Growth, Operating Optimization, Talent Engagement, and Financial Management. As discussed in further detail in the year, resultingSummary of Key Accomplishments in a meaningful decline in assets under management (“AUM”) that impacted revenues. Despite these challenging markets, the Committee determined not to modify the rigorous financial targets approved in our annual incentive plans, even though both earnings-based metrics were meaningfully affected by the first quarter decline in AUM.

On behalf of management and the Board, the Committee appreciates your previous support for our “Say on Pay” proposal and asks you to carefully consider the results the Company achievedCompany’s achievements in 20202022 as you assess our pay-for-performance decisions.

Respectfully,

COMPENSATION COMMITTEE

Melody L. Jones, Chair

Peter L. Bain

Timothy A. Holt

Mark C. Treanor

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Compensation Discussion and Analysis

Named Executive Officers

We rely on a highly qualified and experienced management team that is focused on achieving profitable and sustainable financial results, delivering strong investment performance, and expanding our offerings of attractive products to create long-term value for shareholders. This Compensation Discussion and Analysis explains the compensation program for the following named executive officers (“NEOs”)NEOs for 2020:2022:

Compensation Philosophy, Objectives and Principles

Our executive compensation program is structured to promote our objectives consistent with our compensation philosophy.

Our executive compensation philosophy is based on established principles that support our business strategy.

Compensation Policies and Practices

The Compensation Committee has adopted the following pay and governance policies and practices that align with our compensation philosophy and objectives and shareholders’ interests:

“Say on Pay” and Shareholder Engagement

Our year-round shareholder engagement complements ongoing investor relations activities that include investor conferences and one-on-one meetings in addition to dialogues concerning quarterly earnings. Conversations with shareholders cover their views on corporate governance, including executive compensation matters such as pay-for-performance alignment, peer group methodology, and the use of financial and operational metrics in determining compensation awards, among other topics.

Through this year-round engagement as well as our annual “vote“say on pay” vote on executive compensation, our shareholders provide input to the Company on our executive compensation program. Our outreach to shareholders prior to the 20202022 Annual Meeting included offers for telephonic or in-person meetings between Ms. Jones, chair of the Committee, and Ms. Peña, Chief Human Resources Officer, with institutional investors representing approximately 79%63% of common shares outstanding⁶ to discuss executive compensation and other governance topics. Institutional investors representing 33% of common shares outstanding accepted our invitation and had discussions with Company representatives including Ms. Jones, chair of the Committee, Mr. Angerthal, chief financial officer, and Ms. Peña, executive vice president, chief human resources officer. Investors representing the remaining shares either indicated they had no matters they wanted to address or did not respond. In addition, Ms. Jones and Ms. Peña held detailed discussions with representatives of the proxy advisory firms Institutional Shareholder Services, Inc. and Glass, Lewis & Co.

As a result of ongoing dialogues with shareholders, as well as input from the Committee’s independent compensation consultant and a review of industry practices, we have continued to ensure our executive compensation plans have clear performance objectives with corresponding metrics established at the beginning of each performance cycle and incorporate appropriate metrics to ensure the alignment with business success and shareholder value creation. In addition, in light of shareholder feedback, we have also enhanced our disclosure to more clearly present actual results and to provide further detail regarding the factors the Committee considers in establishing incentive opportunity and the individual compensation decisions for each NEO.

Peer Group Benchmarking

As the Company must compete with other asset management companies for talent and must attract and retain critical executive talent with industry-specific skills and experience, the Committee believes that comparative data is useful and appropriate in establishing competitive compensation levels for executives.

Management obtains and uses third-party survey data from McLagan, a leading performance/reward consulting and benchmarking firm in the asset management industry. Our executive positions are compared against survey data based on positions with similar responsibilities and scope at firms with which we compete in our industry. In addition, compensation is reviewed against peer companies selected from traditional publicly traded asset managers that compete with the Company for talent and that are compared with the Company based on the following characteristics:

The Committee annually reviews the companies that comprise the executive compensation peer group for significant changes in the characteristics listed above. The Committee uses compensation data publicly disclosed by these peer companies as a market check and as only one of the factors for evaluating compensation levels. The peer group consists solely of asset managers because compensation programs within this industry are distinct from pay programs in the broader financial services sector, and asset managers are typically competing specifically with other asset managers for executive talent.

Compensation-Setting Process

The Role of the Compensation Committee

The Committee is responsible for reviewing and establishing executive officer compensation, including base salary and annual and long-term incentive compensation opportunities. The Committee recommends incentive compensation awards for our CEO, which must be approved by the independent members of the Board, and reviews and approves the incentive compensation awards for the other NEOs that are recommended by our CEO.

Compensation Determination Process

The Committee uses a rigorous process throughout the year in setting compensation opportunities and determining actual awards. Key steps include:

In determining final individual annual incentive awards, the Committee reviews the Board’s evaluation of the CEO’s performance and the CEO’s evaluations of the performance of the other NEOs.

The Committee believes that evaluating Company and executive performance using this multi-faceted performance assessment process results in strong alignment between pay and performance outcomes. The following graphic shows the Committee’s decision-making process and timeline.

The Role of Management

Management, specifically our CEO and the executive vice president, chief human resources officer, attend Committee meetings and play a meaningful role in the compensation-setting process by assisting the Committee in establishing and maintaining compensation programs. Management’s role includes:

Our CEO evaluates each executive’s departmental results against pre-established objectives, individual accomplishments and contributions, and their core leadership competencies, and makes recommendations to the Committee regarding all elements of compensation. Our CEO does not participate in the Committee’s deliberations, or make a recommendation, regarding his own compensation.

The Use of Compensation Consultant

The Committee has engaged Mercer, a leading human resources consulting firm, as its independent compensation consultant. Mercer participates in the Committee’s meetings and provides counsel and objective analysis on the Company’s executive compensation program and practices, and additional competitive data for the Committee’s consideration. In addition, Mercer assists in assessing the risk of the Company’s executive compensation program and provides ongoing reviews as new compensation plans are developed and existing plans are modified.reviews. Mercer believes that the Company’s executive incentive plans haveprogram has an appropriate balance between performance incentives and risk mitigation.

Mercer also assisted the Committee with the preparation of this Compensation Discussion and Analysis.

Mercer has implemented policies and procedures so that it and the Committee are confident that the advice the Committee receives from the individual executive compensation consultant is objective and not influenced by Mercer’s or its affiliates’ relationships with the Company, if any.

Compensation Elements

Our executive compensation program consists of base salary, annual incentives, and long-term incentives. The following summarizes the purpose and features of each pay element.

Pay Mix

The chart below reflects the target pay mix for our CEO for 2020CEO’s 2022 compensation, consistingwhich consisted of base salary, annual incentives, and long-term incentives. The chart shows thatAs indicated below, 91% of the CEO’s 2022 target pay is at-risk.was at risk.

20202022 CEO Target Pay Mix

Base Salary

Base salaries for our executives are reviewed annually, taking into consideration competitive market levels, mix of pay, and the performance of each executive. With regard to our CEO, theThe Committee, in consultation with Mercer, andrecommends to the Board increased hisadjustments to the CEO’s base salary, from $550,000 to $600,000, effective March 1, 2020, to align with the market median. This was the first adjustment to his base salary in more than five years.if any. Adjustments, if any, for the other NEOs are recommended by the CEO and approved by the Committee. Based on the review of competitive market levels among other factors, Mr. Angerthal’s base salary was increased from $375,000 to $400,000 effective March 15, 2022. There were no base salary adjustments for either the CEO or the other NEOs for 2020.2022.

Annual Incentive Compensation

Annual Incentive Plan Design

Annual incentive awards for our executive officers are funded from an executive officer incentive pool that has a formulaic maximum funding set at 7% of operating income, as adjusted, before any variable incentive compensation. The actual fundingallocation of the incentive poolCEO’s award is based on the Committee’s rigorous assessment of actual results relative to pre-established absolute and relative performance measuresgoals for the Company. Measures used for such purpose are linked to our business strategy and organized into categories with collective weightings that include, as shown in the table below, three specific financial objectives (50%), three operational objectives (30%), and five categories of strategic objectives (20%). The allocation of awards to other NEOs also considers their respective department/unit and individual accomplishments.

At the beginning of the fiscal year, based on its ongoing evaluations, discussions with its independent compensation consultant, and feedback from shareholders, the Committee considers the performance metrics and strategic priorities that will be used in compensation decisions.for annual incentive purposes. The Committee evaluates the following: (i) whether the metrics are adequately linked to the Company’s annual strategic, businessoperational, and financial plans; and (ii) whether the metrics will drive appropriate behaviors; and (iii) whether any other measuresmetrics would be appropriate to add.

For 2020,2022, the Committee approved metrics and strategic objectives that were substantially similar to those used for 2019,2021, as they continue to reflect current organization priorities. Earnings-based targetspriorities:

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The Committee believes these targets represent an appropriate challenge.

At year-end, the Committee evaluates performance against these financial, operational, and strategic measures,metrics, and the corresponding quantitative or qualitative targets for each metric that are established at the beginning of the year, to determineyear. Outcomes on individual metrics within each category (financial, operational, and strategic) are viewed collectively and do not have specified weightings. The Committee considers the relative weightings of each category of metrics and, based on its evaluation of each metric, determines its overall assessment of Company results. This assessment determines the final incentive pool funding, the award amount for the CEO, and as a factor in approvingother NEO awards. The Committee considers the relative weightings of each category in assessing the overall results, but does not apply

(2)	Refers to number of percentage points of variance.

(3)	Shown as percentile ranking; 25th percentile is top quartile.

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In determining the funding level of the executive officer incentive awards, the Committee carefully assessed the Company’s performance against the above financial, operational, and strategic objectives. The Committeeobjectives, also consideredrecognizing the benefit ofhigher targets for financial objectives that were set early in 2022 and the very difficult market performanceenvironment during the year on the Company’s financial results.2022. Based on these evaluations, the Committee determined that the Company’s overall performance was significantly abovebelow target and that the annual incentive awards for the executive officers should be funded, in aggregate, at 88%28% of the maximum potential pool funding of 7% of operating income, as adjusted, before any variable incentive compensation.

Operational Objectives (30%)

Specific accomplishments included:

Strategic Objectives (20%)

Under Mr. Aylward’s leadership, the Company delivered on the strategic priorities as set forth in the table above. Specific additional accomplishments included:

The Committee determined that for the overall performance assessment of the CEO for 2020,2022, the quantitative results for financial objectives were abovewell below target and, for the operational objectives, were significantly abovebelow target, while overall qualitative results for strategic priorities substantially exceeded expectations (e.g., enhancing overall product quality through new strategy introductions and appropriate product rationalization, and optimizing operations through system enhancements).were well above target. Based on the results against these 20202022 financial, operational, and strategic goals, the Committee assessed the CEO’s overall performance to have significantly exceeded expectations.be below target.

Given the above assessment, the Committee determined that the CEO’s performance would indicate an annual incentive payout of $4.4$2.7 million, aboveor 16% below the target of $3.0 million. Combined with$3.2 million and 46% below the long-termprior year’s actual annual incentive total direct incentive compensation for the CEO was 23% above target.payout.

The following table sets forth the CEO’s annual incentive award opportunities atranging from below threshold target, andto maximum levels and his actual annual incentive awardspayouts for 20202022 and 2019.2021.